1
As filed with the Securities and Exchange Commission on May 16, 1999
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 1999.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from_______________to_______________
Commission File Number: 333-54003-06 Commission File Number: 000-25206
LIN HOLDINGS CORP. LIN TELEVISION CORPORATION
- ------------------------------------------------------ ------------------------------------------------------
(Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter)
DELAWARE DELAWARE
-------- --------
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
75-2733097 13-3581627
---------- ----------
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
1 RICHMOND SQUARE, SUITE 230E, PROVIDENCE, RHODE ISLAND 02906
------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(401) 454-2880
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
[X] Yes [ ] No
NOTE:
10-Q currently presents results for two companies rather than just the parent
company on a fully consolidated basis.
2
TABLE OF CONTENTS
Part I. Financial Information Page
----
Item 1. Financial Statements
LIN HOLDINGS CORP.
Condensed Consolidated Balance Sheets 1
Condensed Consolidated Statements of Operations 2
Condensed Consolidated Statements of Cash Flows 3
Notes to Condensed Consolidated Financial Statements 4
LIN TELEVISION CORPORATION
Condensed Consolidated Balance Sheets 11
Condensed Consolidated Statements of Operations 12
Condensed Consolidated Statements of Cash Flows 13
Notes to Condensed Consolidated Financial Statements 14
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition 20
Part II. Other Information
Item 1. Legal Proceedings 26
Item 6. Exhibits and Reports on Form 8-K 26
3
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
LIN HOLDINGS CORP.
Condensed Consolidated Balance Sheets
In thousands, except number of shares)
March 31, 1999 December 31,
(unaudited) 1998
-------------- ------------
ASSETS
Current assets:
Cash and cash equivalents $ 21,575 $ 41,349
Accounts receivable, less allowance for doubtful
accounts (1999 - $1,851; 1998 - $1,880) 34,640 40,917
Program rights 7,363 9,671
Other current assets 6,189 916
----------- -----------
Total current assets 69,767 92,853
Property and equipment, net 134,530 131,758
Deferred financing costs 45,504 46,821
Investment in joint venture 69,006 70,692
Intangible assets, net 1,434,967 1,444,600
Program rights and other noncurrent assets 13,406 14,166
----------- -----------
TOTAL ASSETS $ 1,767,180 $ 1,800,890
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 7,458 $ 8,917
Program obligations 7,555 9,990
Accrued income taxes 3,782 3,735
Current portion of long-term debt 11,740 15,063
KXTX Management fee payable 2,567 4,175
Accrued interest expense 2,521 9,154
Other accruals 21,823 18,548
----------- -----------
Total current liabilities 57,446 69,582
Long-term debt, excluding current portion 666,161 668,517
Deferred income taxes 515,975 519,207
Other noncurrent liabilities 10,531 11,175
----------- -----------
Total liabilities 1,250,113 1,268,481
----------- -----------
Stockholders' equity:
Preferred stock, $0.01 par value:
Authorized shares - (1999- none, 1998- none) -- --
Common stock, $0.01 par value:
Authorized shares - (1999 - 1,000, 1998 - 1,000) -- --
Additional paid-in capital 559,497 559,668
Accumulated deficit (42,430) (27,259)
----------- -----------
Total stockholders' equity 517,067 532,409
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,767,180 $ 1,800,890
=========== ===========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
NOTE - The December 31, 1998 information is derived from the audited
financial statements at that date.
1
4
LIN HOLDINGS CORP.
Condensed Consolidated Statements of Operations
(In Thousands)
LIN Holdings LIN Holdings Predecessor
--------------- ------------ -----------
Three months March 3 - January 1 -
ended March 31 March 31 March 2
1999 1998 1998
(unaudited) (unaudited)
--------------- ----------- ---------
NET REVENUES $ 44,610 $ 16,211 $ 43,804
Operating costs and expenses:
Direct operating 12,104 3,730 11,117
Selling, general and administrative 12,466 4,296 11,701
Corporate 1,948 458 1,170
KXTX management fee 1,543 -- --
Amortization of program rights 3,345 1,015 2,743
Depreciation and amortization of
intangible assets 14,215 4,474 4,581
-------- -------- --------
TOTAL OPERATING COSTS AND EXPENSES 45,621 13,973 31,312
-------- -------- --------
OPERATING (LOSS) INCOME (1,011) 2,238 12,492
Other (income) expense:
Interest expense 15,909 5,270 2,764
Investment income (589) (50) (98)
Loss on investment in joint venture 1,821 462 244
Merger expense -- -- 8,616
-------- -------- --------
Total other expense 17,141 5,682 11,526
-------- -------- --------
Income (loss) before provision for
(benefit from) income taxes (18,152) (3,444) 966
Provision for (benefit from) income taxes (2,981) (215) 3,710
-------- -------- --------
NET LOSS $(15,171) $ (3,229) $ (2,744)
======== ======== ========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
NOTE - The January 1 - March 2, 1998 information is derived from the audited
financial statements for that period.
2
5
LIN HOLDINGS CORP.
Condensed Consolidated Statements of Cash Flows
(In thousands)
LIN Holdings LIN Holdings Predecessor
------------------ ---------------- ------------
Three months ended March 3 - January 1 -
March 31, 1999 March 31, 1998 March 2
(unaudited) (unaudited) 1998
------------------ ---------------- ------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (1,173) 8,626 8,416
----------- ----------- -----------
INVESTING ACTIVITIES:
Capital expenditures (7,382) (89) (1,221)
Proceeds from asset dispositions 14 -- 3
Investment in joint venture (135) -- (250)
Acquisition of LIN Television Corporation -- (1,722,674) --
----------- ----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (7,503) (1,722,763) (1,468)
----------- ----------- -----------
FINANCING ACTIVITIES:
Proceeds from exercises of stock options and sale of
Employee Stock Purchase Plan shares -- -- 1,071
Principal payments on long-term debt (10,927) (260,000) --
Proceeds from long-term debt -- 668,929 --
Loan fees incurred on long-term debt -- (50,693) --
Proceeds for GECC Note -- 815,500 --
Proceeds from sale of Common Stock -- 558,123 --
Payments on exercise of phantom stock units (171) -- --
----------- ----------- -----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (11,098) 1,731,859 1,071
----------- ----------- -----------
Net increase (decrease) in cash and cash equivalents (19,774) 17,722 8,019
Cash and cash equivalents at the beginning of the period 41,349 -- 8,046
----------- ----------- -----------
Cash and cash equivalents at the end of the period $ 21,575 $ 17,722 $ 16,065
=========== =========== ===========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
NOTE - The January 1 - March 2, 1998 information is derived from the audited
financial statements for that period.
3
6
LIN HOLDINGS CORP.
Notes to Condensed Consolidated Financial Statements
(unaudited)
NOTE 1 - BASIS OF PRESENTATION:
LIN Holdings Corp. ("LIN Holdings"), together with its subsidiaries, including
LIN Television Corporation ("LIN Television," the predecessor business prior to
the acquisition (see Note 2), (together, the "Company"), is a television station
group operator in the United States that owns and operates seven
network-affiliated television stations and has an agreement to purchase an
eighth (WOOD-TV). Additionally, the Company has local marketing agreements
("LMAs"), under which it programs four other stations in the markets in which it
operates.
All of the Company's direct and indirect consolidated subsidiaries fully
and unconditionally guarantee the Company's Senior Subordinated Notes (see Note
5) on a joint and several basis.
These condensed consolidated financial statements have been prepared
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations.
In the opinion of management, the accompanying unaudited interim
financial statements contain all adjustments (consisting of normal recurring
adjustments) necessary to present fairly the financial position, results of
operations and cash flows of LIN Holdings and its subsidiaries for the periods
presented. The interim results of operations are not necessarily indicative of
the results to be expected for the full year.
NOTE 2 - BUSINESS COMBINATIONS:
LIN Holdings and LIN Acquisition Company, both affiliates of Hicks, Muse,
Tate & Furst Incorporated ("Hicks Muse"), entered into an Agreement and Plan of
Merger with LIN Television on August 12, 1997 (as amended, the "Merger
Agreement"). Pursuant to, and upon the terms and conditions of, the Merger
Agreement, LIN Holdings acquired LIN Television (the "Acquisition") on March 3,
1998 by merging LIN Acquisition Company, its wholly-owned subsidiary, with and
into LIN Television (the "Merger"), with LIN Television surviving the merger and
becoming a direct, wholly-owned subsidiary of LIN Holdings. The total purchase
price for the common equity of LIN Television was approximately $1.7 billion. In
addition, the Company refinanced $260.2 million of LIN Television's indebtedness
and incurred acquisition costs of approximately $32.2 million.
The Acquisition was funded by:
(i) $6.9 million of excess cash on the LIN Television balance sheet;
(ii) $50.0 million aggregate principal amount of senior secured Tranche A term
loans ("Tranche A Term Loans");
(iii) $120.0 million aggregate principal of senior secured Tranche B term loans
("Tranche B Term Loans");
(iv) $299.3 million of gross proceeds from the issuance of $300.0 million
aggregate principal amount of 8 3/8% senior subordinated notes due 2008
("Senior Subordinated Notes");
(v) $199.6 million of gross proceeds from the issuance by LIN Holdings of
$325.0 million aggregate principal amount at maturity of 10% senior
discount notes due 2008 ("Senior Discount Notes"), which proceeds were
contributed by LIN Holdings to the common equity of LIN Television;
4
7
LIN HOLDINGS CORP.
Notes to Condensed Consolidated Financial Statements
(unaudited)
(vi) $815.5 million of proceeds from the GECC Note (see below); and
(vii) $558.1 million of common equity provided by affiliates of Hicks Muse,
management and other co-investors to the equity of the corporate parents
of LIN Holdings, which in turn, through LIN Holdings, contributed such
amount to the common equity of LIN Television.
The Senior Subordinated Notes and the Senior Discount Notes were
subsequently registered with the Securities and Exchange Commission (the "SEC").
JOINT VENTURE WITH NBC. In connection with the Acquisition, LIN
Television and NBC formed a television station joint venture. The Joint Venture
consists of KXAS-TV, formerly LIN Television's Dallas-Fort Worth NBC affiliate,
and KNSD-TV, formerly NBC's San Diego station. A wholly-owned subsidiary of NBC
is the general partner of the Joint Venture (the "NBC General Partner") and NBC
operates the stations owned by the Joint Venture. The NBC General Partner holds
an approximate 80% equity interest and the Company holds an approximate 20%
equity interest in the Joint Venture (see Note 6). General Electric Capital
Corporation ("GECC") provided debt financing for the Joint Venture in the form
of an $815.5 million 25-year non-amortizing senior secured note bearing an
initial interest rate of 8.0% per annum (the "GECC Note"). The Company expects
that the interest payments on the GECC Note will be serviced solely by the cash
flows of the Joint Venture.
The GECC Note was issued by LIN Television of Texas, L.P., the Company's
indirect wholly- owned partnership ("LIN Texas"), which distributed the proceeds
to the Company to finance a portion of the cost of the Acquisition. The
obligations to GECC under the GECC Note were assumed by the Joint Venture and
LIN Texas was simultaneously released from all obligations under the GECC Note.
The GECC Note is not an obligation of the Company or any of its subsidiaries,
and has recourse only to the Joint Venture, the Company's equity interest
therein and to one of LIN Holdings' two corporate parents pursuant to a
guarantee.
WOOD AND WOTV. In 1999, the Company expects to acquire from AT&T
Corporation ("AT&T") the assets of WOOD-TV and the LMA rights related to WOTV-TV
(collectively, the "Grand Rapids Stations"), both of which stations are located
in the Grand Rapids-Kalamazoo-Battle Creek market (the "Grand Rapids
Acquisition"). The Company currently provides services to the Grand Rapids
Stations pursuant to a consulting agreement with AT&T. The total purchase price
for the Grand Rapids Acquisition will be approximately $125.5 million, plus
accretion of 8.0% per annum which commenced on January 1, 1998. The Grand Rapids
Acquisition is expected to be funded by $125.0 million of additional Tranche A
Term Loans.
NOTE 3 - RECENT DEVELOPMENTS:
LIN MERGER TERMINATION. On July 7, 1998, Chancellor Media Corporation
("Chancellor") entered into a merger agreement (the "Chancellor Merger
Agreement") with Ranger Equity Holdings Corporation ("Ranger") to acquire Ranger
in a stock for stock transaction (the "Chancellor Merger"). On March 14, 1999,
the Boards of Directors of Chancellor and Ranger agreed to terminate the
Chancellor Merger Agreement. Additionally, Chancellor's Board of Directors
approved the assignment to the Company of the agreements to acquire Petry Media
Corporation, a leading television representation firm, and Pegasus Broadcasting
of San Juan, L.L.C., a television broadcasting company that owns a television
station in Puerto Rico, to the Company. The assignment of the agreements
relating to the purchase of Petry Media Corporation and Pegasus Broadcasting of
San Juan, L.L.C. are subject to negotiation of definitive documentation,
third-party approval and various other conditions, including governmental
5
8
LIN HOLDINGS CORP.
Notes to Condensed Consolidated Financial Statements
(unaudited)
approvals, and, accordingly, there can be no assurance that such transactions
will be completed by the Company.
KXTX-TV. On August 1, 1998, LIN Texas and Southwest Sports Group, Inc.
("SSG"), a Delaware corporation and an entity in which a partner of Hicks Muse
has a substantial economic interest, entered into an Asset Purchase Agreement
(the "SSG Agreement"), pursuant to which LIN Texas will assign the purchase
option on and transfer the assets of KXTX-TV to SSG. In exchange, LIN Texas will
receive 500,000 shares of SSG's Series A Convertible Preferred Stock, par value
$100.00 per share ("SSG Preferred Stock"). Following the completion of the
transactions contemplated by the SSG Agreement, LIN Texas will be entitled to
receive dividends at the per annum rate of 6% of par value prior to the payment
by SSG of any dividend in respect of its common stock ("SSG Common Stock") or
any other junior securities. At the option of SSG, dividends will be payable
either in kind or in cash. LIN Texas will have the right, upon the earlier of
(i) the third anniversary of the issuance of the SSG Preferred Stock and (ii) an
initial public offering of SSG Common Stock, to convert its shares of SSG
Preferred Stock into shares of SSG Common Stock at a conversion rate equal to
the par value per share of the SSG Preferred Stock ( plus accrued and unpaid
dividends thereon) divided by the fair market value per share of the SSG Common
Stock. SSG will have the right, at its sole option, to redeem the SSG Preferred
Stock at par value (plus accrued and unpaid dividends thereon) at any time.
Subject to the terms of the SSG Agreement and the satisfaction of certain
conditions, including the receipt of National Hockey League and Major League
Baseball approvals and SSG's consummation of certain other business
acquisitions, it is expected that the purchase option assignment and sale of
KXTX-TV will be consummated in 1999. Also, on August 1, 1998, LIN Texas and
Southwest Sports Television Inc. ("SST"), an affiliate of SSG, entered into a
Sub-Programming Agreement pursuant to which SST renders certain services with
respect to KXTX-TV in exchange for a management fee equal to the cash receipts
of the station less operating and other expenses.
FOX BROADCASTING COMPANY ANNOUNCEMENT. Fox Broadcasting Company ("Fox")
informed the Company on April 6, 1999 of the network's plan to reduce the
inventory of the commercial time in Fox prime programming allocated to its
affiliates by approximately 22% or to allow the affiliates to buy-back that
inventory. The option to buy back the inventory must be approved by at least 70%
of the affiliates or Fox maintains an option not to proceed with the buy-back.
This plan is effective July 1, 1999. The Company has only one station affiliated
with Fox -- WVBT, an LMA station in Norfolk, Virginia. The Company estimates the
impact of the Fox plan on operating income would be an annual decrease of no
more than approximately $0.7 million. The Company's management is currently
having discussions with Fox regarding the Fox plan.
NOTE 4 - RELATED PARTY TRANSACTIONS:
In connection with the Acquisition (see Note 2), LIN Holdings and LIN
Television (collectively, the "Clients") entered into a ten-year agreement (the
"Monitoring and Oversight Agreement") with Hicks, Muse & Co. Partners, L.P.,
("Hicks Muse Partners"), an affiliate of Hicks Muse, pursuant to which the
Clients agreed to pay Hicks Muse Partners an annual fee (payable quarterly) for
oversight and monitoring services to the Clients. The aggregate annual fee is
adjustable on January 1 of each calendar year to an amount equal to 1.0% of the
budgeted consolidated annual earnings before interest, tax, depreciation and
amortization ("EBITDA") of LIN Holdings and its subsidiaries for the then
current fiscal year. Upon the acquisition by LIN Holdings and its subsidiaries
of another entity or business, the fee shall be adjusted prospectively
6
9
LIN HOLDINGS CORP.
Notes to Condensed Consolidated Financial Statements
(unaudited)
in the same manner using the pro forma consolidated annual EBITDA of LIN
Holdings and it subsidiaries. In no event shall the annual fee be less than
$1,000,000. Hicks Muse Partners is also entitled to reimbursement for any
expenses incurred by it in connection with rendering services allocable to LIN
Holdings or LIN Television. The fee for the three months ended March 31, 1999
was $250,000.
In connection with the Acquisition, the Clients also entered into a
ten-year agreement (the "Financial Advisory Agreement") with Hicks Muse
Partners, pursuant to which Hicks Muse Partners received a financial advisory
fee at the closing of the Acquisition as compensation for its services as
financial advisor to the Clients in connection with the Acquisition. Hicks Muse
Partners also is entitled to receive a fee equal to 1.5% of the "transaction
value" (as defined below) for each "subsequent transaction" (as defined below)
in which either LIN Holdings or LIN Television is involved. The term
"transaction value" means the total value of the subsequent transaction
including without limitation, the aggregate amount of the funds required to
complete the subsequent transaction (excluding any fees payable pursuant to the
Financial Advisory Agreement), including the amount of any indebtedness,
preferred stock or similar obligations assumed (or remaining outstanding). The
term "subsequent transaction" means any future proposal for a tender offer,
acquisition, sale, merger, exchange offer, recapitalization, restructuring or
other similar transaction directly involving LIN Holdings or any of its
subsidiaries, and any other person or entity.
The Company leases an aircraft to Chancellor pursuant to a lease
agreement that expires in October 1999 and which calls for monthly rent payments
of $60,000 to the Company. As of March 31, 1999, Chancellor owed the Company
approximately $300,000 with respect to this lease. Special Services Delaware B,
Inc. ("SSDB"), an indirect subsidiary of Ranger and a company in which the
Company owns a 25% interest, leases a second aircraft to Chancellor pursuant to
a lease which expires in November 2003.
NOTE 5 - LONG-TERM DEBT:
Long-term debt consisted of the following at (in thousands):
March 31, December 31,
1999 1998
--------- ------------
Senior Credit Facilities ....................... $ 156,750 $ 167,678
$300,000 8 3/8% Senior Subordinated Notes
due 2008 (net of a discount of $651) ......... 299,349 299,337
$325,000 10% Senior Discount Notes
due 2008 (net of a discount of $103,198) ..... 221,802 216,565
--------- ---------
Total debt ..................................... 677,901 683,580
Less current portion ........................... (11,740) (15,063)
--------- ---------
Total long-term debt ........................... $ 666,161 $ 668,517
========= =========
SENIOR CREDIT FACILITIES. On March 3, 1998, the Company entered into a
credit agreement (the "Credit Agreement") with the Chase Manhattan Bank, as
administrative agent (the "Agent"), and the lenders named therein. Under the
Credit Agreement, the Company established a $295 million term loan facility, a
$50 million revolving facility, and a $225 million incremental term loan
facility (collectively, the "Senior Credit Facilities"). Borrowings under the
Senior Credit
7
10
LIN HOLDINGS CORP.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Facilities and part of the proceeds from the 8 3/8% Senior Subordinated Notes
were used to repay LIN Television's existing debt.
Borrowings under the Senior Credit Facilities bear interest at a rate
based, at the option of the Company, on an adjusted London interbank offered
rate ("Adjusted LIBOR"), or the highest of the Agent's prime rates, certificate
of deposits rate plus 1.00%, or the Federal Funds effective rate plus 1/2 of
1.00% (the "Alternate Base Rate"), plus an incremental rate based on the
Company's financial performance. As of March 31, 1999, the interest rates on the
$50 million Tranche A term loan and the $120 million Tranche B term ranged
between 6.44% to 7.04%, based on the Adjusted LIBOR. The Company is required to
pay quarterly commitment fees ranging from 0.25% to 0.50%, based upon the
Company's leverage ratio for that particular quarter on the unused portion of
the loan commitment, in addition to annual agency and other administration fees.
The obligations of the Company under the Senior Credit Facilities are
unconditionally and irrevocably guaranteed, jointly and severally, by LIN
Holdings and by each existing and subsequently acquired or organized subsidiary
of the Company. In addition, substantially all of the assets of the Company and
its subsidiaries are pledged as collateral against the performance of these
obligations. Required principal repayments of amounts outstanding under the
Senior Credit Facilities commenced on December 31, 1998. The Company's ability
to make additional borrowings under the Senior Credit Facilities is subject to
compliance with certain financial covenants and other conditions set forth in
the Credit Agreement.
SENIOR SUBORDINATED NOTES. On March 3, 1998, LIN Television issued $300
million aggregate principal amount of 8 3/8% Senior Subordinated Notes due 2008
in a private placement for net proceeds of $290.3 million. Such Senior
Subordinated Notes were subsequently registered with the SEC pursuant to a
Registration Statement filed on August 12, 1998. The Senior Subordinated Notes
are obligations of LIN Television without collateral rights, subordinated in
right of payment to all existing and any future senior indebtedness of LIN
Television. The Senior Subordinated Notes are fully and unconditionally
guaranteed, on a joint and several basis, by all wholly-owned subsidiaries of
LIN Television. Interest on the Senior Subordinated Notes accrues at a rate of 8
3/8% per annum and is payable in cash, semi-annually in arrears, which commenced
on September 1, 1998. The effective interest rate of the Senior Subordinated
Notes is 8.9% on an annual basis.
SENIOR DISCOUNT NOTES. In connection with the Merger on March 3, 1998,
LIN Holdings issued $325 million aggregate principal amount at maturity of 10%
Senior Discount Notes due 2008 in a private placement. Such Senior Discount
Notes were subsequently registered with the SEC pursuant to a Registration
Statement filed on August 12, 1998. The Senior Discount Notes were issued at a
discount and generated net proceeds of $192.6 million to LIN Holdings. The
Senior Discount Notes are unsecured senior obligations of LIN Holdings, and are
not guaranteed. Cash interest will not accrue or be payable on the Senior
Discount Notes prior to March 1, 2003. Thereafter, cash interest will accrue at
a rate of 10% per annum and will be payable semi-annually in arrears commencing
on September 1, 2003. The effective interest rate of the Senior Discount Notes
is 1.0% on an annual basis.
NOTE 6 - INVESTMENTS:
JOINT VENTURE WITH NBC. The Company owns a 20% interest in a Joint
Venture with NBC (see Note 2) and accounts for its interest using the equity
method, as the Company does not
8
11
LIN HOLDINGS CORP.
Notes to Condensed Consolidated Financial Statements
(unaudited)
have a controlling interest. The following presents the summarized financial
information of the Joint Venture (in thousands):
Three months ended
March 31, 1999
------------------
Net revenues ............................... $ 29,593
Operating income ........................... 6,598
Net loss ................................... (8,929)
As of As of
March 31, 1999 December 31, 1998
-------------- -----------------
Current assets ............................ $ 19,474 $ 2,507
Non-current assets ........................ 243,657 249,441
Current liabilities ....................... 16,310 --
Non-current liabilities ................... 815,500 816,050
INVESTMENT IN SPECIAL SERVICES DELAWARE B, INC. Special Services Delaware
B, Inc. ("SSDB") owns and leases an aircraft to Chancellor. In October 1998, the
Company invested $7.1 million for 25% of the capital stock of SSDB. Ranger
Equity Holdings A Corp., a subsidiary of Ranger, invested $21.4 million for the
remaining 75% of the capital stock of SSDB. The Company accounts for its
interest in SSDB using the equity method, as the Company does not have a
controlling interest. The results of SSDB were immaterial for all periods
presented.
NOTE 7 - INCOME TAXES:
The provision for (benefit from) income taxes differs from the amount
computed by applying the federal statutory income tax rate of 35% to income
(loss) before income taxes due to the effects of state income taxes and certain
expenses not deductible for tax purposes, primarily the amortization of
goodwill.
NOTE 8 - COMMITMENTS AND CONTINGENCIES:
On September 4, 1997, the Company announced that it had learned of four
lawsuits regarding the then proposed acquisition of LIN Television . The Company
and all of its then present directors are defendants in all of the lawsuits.
AT&T is a defendant in three of the lawsuits, and an AT&T affiliate and Hicks
Muse are defendants in one of the lawsuits. Each of the lawsuits was filed by a
purported shareholder of the Company seeking to represent a putative class of
all the Company's public stockholders. Three of the four lawsuits were filed in
the Delaware Court of Chancery, while the fourth lawsuit was filed in the New
York Supreme Court.
While the allegations of the complaints are not identical, all of the
lawsuits basically assert that the terms of the original merger agreement were
not in the best interests of the Company's public Stockholders. All of the
complaints allege breach of fiduciary duty in approving the merger agreement.
Two of the complaints also allege breach of fiduciary duty in connection with
the proposed sale of the television station WOOD-TV by AT&T to Hicks Muse and
the amendment to a Private Market Value Guarantee Agreement that was entered
into simultaneously with the first merger agreement. The complaints seek the
preliminary and permanent enjoinment of the merger or alternatively seek damages
in an unspecified amount. The complaints have not been amended to reflect the
terms of the merger itself.
9
12
LIN HOLDINGS CORP.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The plaintiffs in each of the actions have agreed to an indefinite
extension of time for each of the defendants served to respond to the respective
complaints. No discovery has taken place.
In addition, the Company currently and from time to time is involved in
litigation incidental to the conduct of its business. In the opinion of the
Company's management, none of such litigation as of March 31, 1999, is likely to
have a material adverse effect on the Company's financial position, results of
operations or cash flows.
10
13
LIN TELEVISION CORPORATION
Condensed Consolidated Balance Sheets
(In thousands, except number of shares)
-------------- ------------
March 31, 1999 December 31,
(unaudited) 1998
-------------- ------------
ASSETS
Current assets:
Cash and cash equivalents $ 21,575 $ 41,349
Accounts receivable, less allowance
for doubtful accounts (1999 - $1,851;
1998 - $1,880) 34,640 40,917
Program rights 7,363 9,671
----------- -----------
Other current assets 6,189 916
Total current assets 69,767 92,853
Property and equipment, net 134,530 131,758
Deferred financing costs 34,111 35,109
Investment in joint venture 69,006 70,692
Intangible assets, net 1,434,967 1,444,600
Program rights and other noncurrent assets 13,406 14,166
----------- -----------
TOTAL ASSETS $ 1,755,787 $ 1,789,178
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 7,458 $ 8,917
Program obligations 7,555 9,990
Accrued income taxes 12,026 10,035
Current portion of long-term debt 11,740 15,063
KXTX Management fee payable 2,567 4,175
Accrued interest expense 2,521 9,154
Other accruals 21,823 18,548
----------- -----------
Total current liabilities 65,690 75,882
Long-term debt, excluding current portion 444,359 451,952
Deferred income taxes 519,263 519,207
Other noncurrent liabilities 10,530 11,175
----------- -----------
Total liabilities 1,039,842 1,058,216
----------- -----------
Stockholders' equity:
Preferred stock, $0.01 par value:
Authorized shares -
(1999 - none, 1998 - none)
Common stock, $0.01 par value:
Authorized shares -
(1999 - 1,000, 1998 - 1,000) -- --
Additional paid-in capital 746,351 746,522
Accumulated deficit (30,406) (15,560)
----------- -----------
Total stockholders' equity 715,945 730,962
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 1,755,787 $ 1,789,178
=========== ===========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
NOTE - The December 31, 1998 information is derived from the audited
financial statements at that date.
11
14
LIN TELEVISION CORPORATION
Condensed Consolidated Statements of Operations
(In Thousands)
Three months ended March 3 - January 1 -
March 31 March 31 March 2
1999 1998 1998
(unaudited) (unaudited)
------------------- ----------- -----------
NET REVENUES $ 44,610 $ 16,211 $ 43,804
Operating costs and expenses:
Direct operating 12,104 3,730 11,117
Selling, general and administrative 12,466 4,296 11,701
Corporate 1,948 458 1,170
KXTX management fee 1,543 -- --
Amortization of program rights 3,345 1,015 2,743
Depreciation and amortization of
intangible assets 14,215 4,474 4,581
-------- -------- --------
TOTAL OPERATING COSTS AND EXPENSES 45,621 13,973 31,312
-------- -------- --------
OPERATING (LOSS) INCOME (1,011) 2,238 12,492
Other (income) expense:
Interest expense 10,351 3,535 2,764
Investment income (589) (50) (98)
Loss on investment in joint venture 1,821 462 244
Merger expense -- -- 8,616
-------- -------- --------
TOTAL OTHER EXPENSE 11,583 3,947 11,526
-------- -------- --------
Income (loss) before provision for
income taxes (12,594) (1,709) 966
Provision for income taxes 2,252 2,019 3,710
-------- -------- --------
NET LOSS $(14,846) $ (3,728) $ (2,744)
======== ======== ========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
NOTE - The January 1 - March 2, 1998 information is derived
from the audited financial statements for that period.
12
15
LIN TELEVISION CORPORATION
Condensed Consolidated Statements of Cash Flows
(In thousands)
Three months ended March 3 -
March 31, 1999 March 31, 1998 January 1 - March 2
(unaudited) (unaudited) 1998
------------------- -------------- -------------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (1,173) 8,626 8,416
----------- ----------- -----------
INVESTING ACTIVITIES:
Capital expenditures (7,382) (89) (1,221)
Proceeds from asset dispositions 14 -- 3
Investment in joint venture (135) -- (250)
Acquisition of LIN Television Corporation -- (1,722,674) --
----------- ----------- -----------
Net cash used in investing activities (7,503) (1,722,763) (1,468)
----------- ----------- -----------
FINANCING ACTIVITIES:
Proceeds from exercises of stock
options and sale of
Employee Stock Purchase Plan shares -- -- 1,071
Principal payments on long-term debt (10,927) (260,000) --
Proceeds from long-term debt -- 469,298 --
Loan fees incurred on long-term debt -- (37,916) --
Proceeds for GECC Note -- 815,500 --
Equity contribution -- 744,977 --
Payments on exercise of phantom stock units (171) -- --
----------- ----------- -----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (11,098) 1,731,859 1,071
----------- ----------- -----------
Net increase (decrease) in cash and cash equivalents (19,774) 17,722 8,019
Cash and cash equivalents at the beginning of the period 41,349 -- 8,046
----------- ----------- -----------
Cash and cash equivalents at the end of the period $ 21,575 $ 17,722 $ 16,065
=========== =========== ===========
NOTE - The January 1 - March 2, 1998 information is derived
from the audited financial statements for that period.
The accompanying notes are an integral part of the consolidated
financial statements.
13
16
LIN TELEVISION CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
NOTE 1 - BASIS OF PRESENTATION:
LIN Television Corporation., together with its subsidiaries (together,
the "Company"), is a television station group operator in the United States that
owns and operates seven network-affiliated television stations and has an
agreement to purchase an eighth (WOOD-TV). Additionally, the Company has local
marketing agreements ("LMAs"), under which it programs four other stations in
the markets in which it operates.
All of the Company's direct and indirect consolidated subsidiaries fully
and unconditionally guarantee the Company's Senior Subordinated Notes (see Note
5) on a joint and several basis.
These condensed consolidated financial statements have been prepared
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations.
In the opinion of management, the accompanying unaudited interim
financial statements contain all adjustments (consisting of normal recurring
adjustments) necessary to present fairly the financial position, results of
operations and cash flows of the Company and its subsidiaries for the periods
presented. The interim results of operations are not necessarily indicative of
the results to be expected for the full year.
NOTE 2 - BUSINESS COMBINATIONS:
LIN Holdings Corp. ("LIN Holdings") and LIN Acquisition Company, both
affiliates of Hicks, Muse, Tate & Furst Incorporated ("Hicks Muse"), entered
into an Agreement and Plan of Merger with LIN Television on August 12, 1997 (as
amended, the "Merger Agreement"). Pursuant to, and upon the terms and conditions
of, the Merger Agreement, LIN Holdings acquired LIN Television (the
"Acquisition") on March 3, 1998 by merging LIN Acquisition Company, its
wholly-owned subsidiary, with and into LIN Television (the "Merger"), with LIN
Television surviving the merger and becoming a direct, wholly-owned subsidiary
of LIN Holdings. The total purchase price for the common equity of LIN
Television was approximately $1.7 billion. In addition, the Company refinanced
$260.2 million of the Predecessor's indebtedness and incurred acquisition costs
of approximately $32.2 million.
The Acquisition was funded by:
(i) $6.9 million of excess cash on the Predecessor balance sheet;
(ii) $50.0 million aggregate principal amount of senior secured Tranche A term
loans ("Tranche A Term Loans");
(iii) $120.0 million aggregate principal of senior secured Tranche B term loans
("Tranche B Term Loans");
(iv) $299.3 million of gross proceeds from the issuance of $300.0 million
aggregate principal amount of 8 3/8% senior subordinated notes due 2008
("Senior Subordinated Notes");
(v) $199.6 million of gross proceeds from the issuance by LIN Holdings of
$325.0 million aggregate principal amount at maturity of 10% senior
discount notes due 2008 ("Senior Discount Notes"), which proceeds were
contributed by LIN Holdings to the common equity of the Company;
(vi) $815.5 million of proceeds from the GECC (see below); and
14
17
LIN TELEVISION CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
(vii) $558.1 million of common equity provided by affiliates of Hicks Muse,
management and other co-investors to the equity of the corporate parents
of LIN Holdings, which in turn, through LIN Holdings, contributed such
amount to the common equity of the Company.
The Senior Subordinated Notes and the Senior Discount Notes were
subsequently registered with the Securities and Exchange Commission (the "SEC").
JOINT VENTURE WITH NBC. In connection with the Acquisition, LIN
Television and NBC formed a television station joint venture. The Joint Venture
consists of KXAS-TV, formerly LIN Television's Dallas-Fort Worth NBC affiliate,
and KNSD-TV, formerly NBC's San Diego station. A wholly-owned subsidiary of NBC
is the general partner of the Joint Venture (the "NBC General Partner") and NBC
operates the stations owned by the Joint Venture. The NBC General Partner holds
an approximate 80% equity interest and the Company holds an approximate 20%
equity interest in the Joint Venture (see Note 6). General Electric Capital
Corporation ("GECC") provided debt financing for the Joint Venture in the form
of an $815.5 million 25-year non-amortizing senior secured note bearing an
initial interest rate of 8.0% per annum (the "GECC Note"). The Company expects
that the interest payments on the GECC Note will be serviced solely by the cash
flows of the Joint Venture.
The GECC Note was issued by LIN Television of Texas, L.P., the Company's
indirect wholly- owned partnership ("LIN Texas"), which distributed the proceeds
to the Company to finance a portion of the cost of the Acquisition. The
obligations to GECC under the GECC Note were assumed by the Joint Venture and
LIN Texas was simultaneously released from all obligations under the GECC Note.
The GECC Note is not an obligation of the Company or any of its subsidiaries,
and has recourse only to the Joint Venture, the Company's equity interest
therein and to one of LIN Holdings' two corporate parents pursuant to a
guarantee.
WOOD AND WOTV. In 1999, the Company expects to acquire from AT&T
Corporation ("AT&T") the assets of WOOD-TV and the LMA rights related to WOTV-TV
(collectively, the "Grand Rapids Stations"), both of which stations are located
in the Grand Rapids-Kalamazoo-Battle Creek market (the "Grand Rapids
Acquisition"). The Company currently provides services to the Grand Rapids
Stations pursuant to a consulting agreement with AT&T. The total purchase price
for the Grand Rapids Acquisition will be approximately $125.5 million, plus
accretion of 8.0% per annum which commenced on January 1, 1998. The Grand Rapids
Acquisition is expected to be funded by $125.0 million of additional Tranche A
Term Loans.
NOTE 3 - RECENT DEVELOPMENTS:
LIN MERGER TERMINATION. On July 7, 1998, Chancellor Media Corporation
("Chancellor") entered into a merger agreement (the "Chancellor Merger
Agreement") with Ranger Equity Holdings Corporation ("Ranger") to acquire Ranger
in a stock for stock transaction (the "Chancellor Merger"). On March 14, 1999,
the Boards of Directors of Chancellor and Ranger agreed to terminate the
Chancellor Merger Agreement. Additionally, Chancellor's Board of Directors
approved the assignment of the agreements to acquire Petry Media Corporation, a
leading television representation firm, and Pegasus Broadcasting of San Juan,
L.L.C., a television broadcasting company that owns a television station in
Puerto Rico, to the Company. The assignment of the agreements relating to the
purchase of Petry Media Corporation and Pegasus Broadcasting are subject to
negotiation of definitive documentation, third-party approval and various other
conditions, including governmental approvals, and, accordingly, there can be no
assurance that such transactions will be completed by the Company.
15
18
LIN TELEVISION CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
KXTX-TV. On August 1, 1998, LIN Texas and Southwest Sports Group, Inc.
("SSG"), a Delaware corporation and an entity in which a partner of Hicks Muse
has a substantial economic interest, entered into an Asset Purchase Agreement
(the "SSG Agreement"), pursuant to which LIN Texas will assign the purchase
option on and transfer the assets of KXTX-TV to SSG. In exchange, LIN Texas will
receive 500,000 shares of SSG's Series A Convertible Preferred Stock, par value
$100.00 per share ("SSG Preferred Stock"). Following the completion of the
transactions contemplated by the SSG Agreement, LIN Texas will be entitled to
receive dividends at the per annum rate of 6% of par value prior to the payment
by SSG of any dividend in respect of its common stock ("SSG Common Stock") or
any other junior securities. At the option of SSG, dividends will be payable
either in kind or in cash. LIN Texas will have the right, upon the earlier of
(i) the third anniversary of the issuance of the SSG Preferred Stock and (ii) an
initial public offering of SSG Common Stock, to convert its shares of SSG
Preferred Stock into shares of SSG Common Stock at a conversion rate equal to
the par value per share of the SSG Preferred Stock ( plus accrued and unpaid
dividends thereon) divided by the fair market value per share of the SSG Common
Stock. SSG will have the right, at its sole option, to redeem the SSG Preferred
Stock at par value (plus accrued and unpaid dividends thereon) at any time.
Subject to the terms of the SSG Agreement and the satisfaction of certain
conditions, including the receipt of National Hockey League and Major League
Baseball approvals and SSG's consummation of certain other business
acquisitions, it is expected that the purchase option assignment and sale of
KXTX-TV will be consummated by the end of the second quarter of 1999.
Also, on August 1, 1998, LIN Texas and Southwest Sports Television Inc.
("SST"), an affiliate of SSG, entered into a Sub-Programming Agreement pursuant
to which SST renders certain services with respect to KXTX-TV in exchange for a
management fee equal to the cash receipts of the station less operating and
other expenses
FOX BROADCASTING COMPANY ANNOUNCEMENT. Fox Broadcasting Company ("Fox")
informed the Company on April 6, 1999 of the network's plan to reduce the
inventory of the commercial time in Fox prime programming allocated to its
affiliates by approximately 22% or to allow the affiliates to buy-back that
inventory. The option to buy back the inventory must be approved by at least 70%
of the affiliates or Fox maintains an option not to proceed with the buy-back.
This plan is effective July 1, 1999. The Company has only one station affiliated
with Fox -- WVBT, an LMA station in Norfolk, Virginia. The Company estimates the
impact of the Fox plan on operating income would be an annual decrease of no
more than approximately $0.7 million. The Company's management is currently
having discussions with Fox regarding the Fox plan.
NOTE 4 - RELATED PARTY TRANSACTIONS:
In connection with the Acquisition (see Note 3), LIN Holdings and LIN
Television (collectively, the "Clients") entered into a ten-year agreement (the
"Monitoring and Oversight Agreement") with Hicks, Muse & Co. Partners, L.P.,
("Hicks Muse Partners"), an affiliate of Hicks Muse, pursuant to which the
Clients agreed to pay Hicks Muse Partners an annual fee (payable quarterly) for
oversight and monitoring services to the Clients. The aggregate annual fee is
adjustable on January 1 of each calendar year to an amount equal to 1.0% of the
budgeted consolidated annual earnings before interest, tax, depreciation and
amortization ("EBITDA") of LIN Holdings and its subsidiaries for the then
current fiscal year. Upon the acquisition by LIN Holdings and its subsidiaries
of another entity or business, the fee shall be adjusted prospectively
16
19
LIN TELEVISION CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
in the same manner using the pro forma consolidated annual EBITDA of LIN
Holdings and it subsidiaries. In no event shall the annual fee be less than
$1,000,000. Hicks Muse Partners is also entitled to reimbursement for any
expenses incurred by it in connection with rendering services allocable to LIN
Holdings or LIN Television. The fee for the three months ended March 31, 1999
was $250,000.
In connection with the Acquisition, the Clients also entered into a
ten-year agreement (the "Financial Advisory Agreement") with Hicks Muse
Partners, pursuant to which Hicks Muse Partners received a financial advisory
fee at the closing of the Acquisition as compensation for its services as
financial advisor to the Clients in connection with the Acquisition. Hicks Muse
Partners also is entitled to receive a fee equal to 1.5% of the "transaction
value" (as defined below) for each "subsequent transaction" (as defined below)
in which either LIN Holdings or LIN Television is involved. The term
"transaction value" means the total value of the subsequent transaction
including without limitation, the aggregate amount of the funds required to
complete the subsequent transaction (excluding any fees payable pursuant to the
Financial Advisory Agreement), including the amount of any indebtedness,
preferred stock or similar obligations assumed (or remaining outstanding). The
term "subsequent transaction" means any future proposal for a tender offer,
acquisition, sale, merger, exchange offer, recapitalization, restructuring or
other similar transaction directly involving LIN Holdings or any of its
subsidiaries, and any other person or entity.
The Company leases an aircraft to Chancellor pursuant to a lease
agreement that expires in October 1999 and which calls for monthly rent payments
of $60,000, to the Company. As of March 31, 1999 Chancellor owed the Company
approximately $300,000. with respect to this lease. Special Services Delaware B,
Inc. ("SSDB"), an indirect subsidiary of Ranger and a company in which the
Company owns a 25% interest, leases a second aircraft to Chancellor pursuant to
a lease which expires in November 2003.
NOTE 5 - LONG-TERM DEBT:
Long-term debt consisted of the following (in thousands):
March 31, December 31,
1999 1998
--------- ---------
Senior Credit Facilities $ 156,750 $ 167,678
--------- ---------
$300,000 8 3/8% Senior Subordinated Notes
due 2008 (net of discount of $651) 299,349 299,337
--------- ---------
Total debt $ 456,099 $ 467,015
Less current portion (11,740) (15,063)
--------- ---------
Total long-term debt $ 444,359 $ 451,952
========= =========
SENIOR CREDIT FACILITIES. On March 3, 1998, LIN Holdings and the Company
entered into a credit agreement (the "Credit Agreement") with the Chase
Manhattan Bank, as administrative agent (the "Agent"), and the lenders named
therein. Under the Credit Agreement, the Company established a $295 million term
loan facility, a $50 million revolving facility, and a $225 million incremental
term loan facility (collectively, the "Senior Credit Facilities"). Borrowings
under the Senior Credit Facilities and part of the proceeds from the 8 3/8%
Senior Subordinated Notes were used to repay LIN Television's existing debt.
17
20
LIN TELEVISION CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
Borrowings under the Senior Credit Facilities bear interest at a rate
based, at the option of the Company, on an adjusted London interbank offered
rate ("Adjusted LIBOR"), or the highest of the Agent's prime rates, certificate
of deposits rate plus 1.00%, or the Federal Funds effective rate plus 1/2 of
1.00% (the "Alternate Base Rate"), plus an incremental rate based on the
Company's financial performance. As of March 31, 1999, the interest rates on the
$50 million Tranche A term loan and the $120 million Tranche B term loan ranged
between 6.44% and 7.04%, respectively, based on the Adjusted LIBOR. The Company
is required to pay quarterly commitment fees ranging from 0.25% to 0.50%, based
upon the Company's leverage ratio for that particular quarter on the unused
portion of the loan commitment, in addition to annual agency and other
administration fees.
The obligations of the Company under the Senior Credit Facilities are
unconditionally and irrevocably guaranteed, jointly and severally, by LIN
Holdings and by each existing and subsequently acquired or organized subsidiary
of the Company. In addition, substantially all of the assets of the Company and
its subsidiaries are pledged as collateral against the performance of these
obligations. Required principal repayments of amounts outstanding under the
Senior Credit Facilities commenced on December 31, 1998. The Company's ability
to make additional borrowings under the Senior Credit Facilities is subject to
compliance with certain financial covenants and other conditions set forth in
the Credit Agreement.
SENIOR SUBORDINATED NOTES: On March 3, 1998, the Company issued $300
million aggregate principal amount of 8 3/8% Senior Subordinated Notes due 2008
in a private placement for net proceeds of $290.3 million. Such Senior
Subordinated Notes were subsequently registered with the SEC pursuant to a
Registration Statement filed on August 12, 1998. The Senior Subordinated Notes
are obligations of the Company, without collateral rights, subordinated in right
of payment to all existing and any future senior indebtedness of the Company.
The Senior Subordinated Notes are fully and unconditionally guaranteed, on a
joint and several basis, by all wholly-owned subsidiaries of the Company.
Interest on the Senior Subordinated Notes accrues at a rate of 8 3/8% per annum
and is payable in cash, semi-annually in arrears, which commenced on September
1, 1998. The effective interest rate of the Senior Subordinated Notes is 8.9% on
an annual basis.
NOTE 7 - INVESTMENTS:
JOINT VENTURE WITH NBC. The Company owns a 20% interest in a Joint
Venture with NBC (see Note 3) and accounts for its interest using the equity
method, as the Company does not have a controlling interest. The following
presents the summarized financial information of the Joint Venture (in
thousands):
Three months ended
March 31, 1999
------------------
Net revenues ............................... $ 29,593
Operating income ........................... 6,598
Net loss ................................... (8,929)
As of As of
March 31, 1999 December 31, 1998
-------------- -----------------
Current assets ............................ $ 19,474 $ 2,507
Non-current assets ........................ 243,657 249,441
Current liabilities ....................... 16,310 --
Non-current liabilities ................... 815,500 816,050
18
21
LIN TELEVISION CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
INVESTMENT IN SPECIAL SERVICES DELAWARE B, INC. Special Services Delaware
B, Inc. ("SSDB") owns and leases an aircraft to Chancellor. In October 1998, the
Company invested $7.1 million for 25% of the capital stock of SSDB. Ranger
Equity Holdings A Corp., a subsidiary of Ranger, invested $21.4 million for the
remaining 75% of the capital stock of SSDB. The Company accounts for its
interest in SSDB using the equity method, as the Company does not have a
controlling interest. The results of SSDB were immaterial for all periods
presented.
NOTE 8 - INCOME TAXES:
The provision for (benefit from) income taxes differs from the amount
computed by applying the federal statutory income tax rate of 35% to income
(loss) before income taxes due to the effects of state income taxes and certain
expenses not deductible for tax purposes, primarily the amortization of
goodwill. The current and deferred income taxes of the Company are calculated by
applying Statement of Financial Accounting Standards No. 109 "Accounting for
Income Taxes" to the Company as if it were a separate taxpayer.
NOTE 9 - COMMITMENTS AND CONTINGENCIES:
On September 4, 1997, the Company announced that it had learned of four
lawsuits regarding the then proposed acquisition of LIN Television by LIN
Holdings. The Company and all of its then present directors are defendants in
all of the lawsuits. AT&T is a defendant in three of the lawsuits, and an AT&T
affiliate and Hicks Muse are defendants in one of the lawsuits. Each of the
lawsuits was filed by a purported shareholder of the Company seeking to
represent a putative class of all the Company's public stockholders. Three of
the four lawsuits were filed in Delaware Court of Chancery, while the fourth
lawsuit was filed in New York Supreme Court.
While the allegations of the complaints are not identical, all of the
lawsuits basically assert that the terms of the original merger agreement were
not in the best interests of the Company's public Stockholders. All of the
complaints allege breach of fiduciary duty in approving the merger agreement.
Two of the complaints also allege breach of fiduciary duty in connection with
the proposed sale of the television station WOOD-TV by AT&T to Hicks Muse and
the amendment to a Private Market Value Guarantee Agreement that was entered
into simultaneously with the first merger agreement. The complaints seek the
preliminary and permanent enjoinment of the merger or alternatively seek damages
in an unspecified amount. The complaints have not been amended to reflect the
terms of the merger itself.
The plaintiffs in each of the actions have agreed to an indefinite
extension of time for each of the defendants served to respond to the respective
complaints. No discovery has taken place.
In addition, the Company currently and from time to time is involved in
litigation incidental to the conduct of its business. In the opinion of the
Company's management, none of such litigation as of March 31, 1999, is likely to
have a material adverse effect on the Company's financial position, results of
operations or cash flows.
19
22
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
Forward-Looking Statements
Certain statements in this Section and elsewhere in this report are
forward-looking in nature and relate to trends and events that may affect the
future financial position and operating results of LIN Holdings Corp. ("LIN
Holdings") and its subsidiaries, including LIN Television Corporation ("LIN
Television"), together, the "Company". When used in this report, the words
"believes," "anticipated," "intends," and similar expressions are intended to
identify forward-looking statements. There are a number of risks, uncertainties,
and factors that could cause the Company's actual results to differ materially
from those forecasted or projected in such forwarding-looking statements. These
factors include, without limitation changes in advertising, demand,
technological changes, regulatory changes, acquisitions and dispositions, as
well as other risks details in the Company's Annual Report on Form 10-K for the
year ended December 31, 1998.
Readers are cautioned not to place undue reliance on these
forward-looking statements which speak only as of the date hereof. The Company
undertakes no obligation to update publicly forward-looking statements , whether
as a result of new information, future events or otherwise.
Business
The Company is a television station group operator in the United States
that owns and operates seven network-affiliated television stations and has an
agreement to purchase an eighth (WOOD-TV). Additionally, the Company has local
marketing agreements ("LMAs"), under which it programs four other stations in
the markets in which it operates.
Recent Developments
LIN MERGER TERMINATION. On July 7, 1998, Chancellor Media Corporation
("Chancellor") entered into a merger agreement (the "Chancellor Merger
Agreement") with Ranger Equity Holdings Corporation ("Ranger") to acquire Ranger
in a stock for stock transaction (the "Chancellor Merger"). On March 14, 1999,
the Boards of Directors of Chancellor and Ranger agreed to terminate the
Chancellor Merger Agreement. Additionally, Chancellor's Board of Directors
approved the assignment to the Company of the agreements to acquire Petry Media
Corporation, a leading television representation firm, and Pegasus Broadcasting
of San Juan, L.L.C., a television broadcasting company that owns a television
station in Puerto Rico, to the Company. The assignment of the agreements
relating to the purchase of Petry Media Corporation and Pegasus Broadcasting of
San Juan, L.L.C. are subject to negotiation of definitive documentation,
third-party approval and various other conditions, including governmental
approvals, and, accordingly, there can be no assurance that such transactions
will be completed by the Company.
WOOD AND WOTV. On August 12, 1997, LIN Television signed an asset
purchase agreement with AT&T Corporation ("AT&T") for the assets of WOOD-TV and
the LMA rights related to WOTV-TV (collectively, the "Grand Rapids Stations"),
both of which stations are located in the Grand Rapids-Kalamazoo-Battle Creek
market (the "Grand Rapids Acquisition"). LIN Television currently provides
services to the Grand Rapids Stations pursuant to a consulting
20
23
agreement with AT&T. The total purchase price for the Grand Rapids Acquisition
will be approximately $125.5 million in cash, plus accretion of 8.0% which
commenced on January 1, 1998. The Grand Rapids Acquisition is expected to be
funded by approximately $125.0 million of additional borrowings under the Senior
Credit Facilities. The sale is subject to and awaiting approval of the Federal
Communication Commission ("FCC").
KXTX-TV. On August 1, 1998, LIN Television of Texas, L.P., a subsidiary
of LIN Television ("LIN Texas"), and Southwest Sports Group, Inc. ("SSG"), a
Delaware corporation and an entity in which a partner of Hicks, Muse, Tate and
Furst ("Hicks Muse") has a substantial economic interest, entered into an Asset
Purchase Agreement (the "SSG Agreement"), pursuant to which LIN Texas will
assign its purchase option and LMA rights on KXTX-TV and sell certain assets and
liabilities of KXTX-TV to SSG. In exchange, LIN Texas will receive 500,000
shares of SSG's Series A Convertible Preferred Stock, par value $100.00 per
share ("SSG Preferred Stock"). Following the completion of the transactions
contemplated by the SSG Agreement, LIN Texas will be entitled to receive
dividends (which accrue from and after January 1, 1999) at the per annum rate of
6% of par value prior to the payment by SSG of any dividend in respect of its
common stock or any other junior securities.
At the option of SSG, dividends will be payable either in kind or in
cash. LIN Texas will have the right, upon the earlier of (i) the third
anniversary of the issuance of the SSG Preferred Stock and (ii) an initial
public offering of SSG common stock, to convert its shares of SSG Preferred
Stock into shares of SSG common stock at a conversion rate equal to the par
value per share of the SSG Preferred Stock (plus accrued and unpaid dividends
thereon) divided by the fair market value per share of the SSG common stock. SSG
will have the right, at its sole option, to redeem the SSG Preferred Stock at
par value (plus accrued and unpaid dividends thereon) at any time. The Company
does not expect to realize a significant gain or loss as a result of this
transaction.
Subject to the terms of the SSG Agreement and the satisfaction of certain
conditions, including the receipt of National Hockey League and Major League
Baseball approvals and SSG's consummation of certain other business
acquisitions, it is expected that the sale of KXTX-TV will be consummated in
1999.
Also, on August 1, 1998, LIN Texas and Southwest Sports Television Inc.
("SST"), an affiliate of SSG, entered into a Sub-Programming Agreement pursuant
to which SST renders certain services with respect to KXTX-TV in exchange for a
management fee equal to the cash receipts of the station less operating and
other expenses. The management fee expense was $1.5 million for the three months
ended March 31, 1999.
FOX BROADCASTING COMPANY ANNOUNCEMENT. Fox Broadcasting Company ("Fox")
informed the Company on April 6, 1999 of the network's plan to reduce the
inventory of the commercial time in Fox prime programming allocated to its
affiliates by approximately 22% or to allow the affiliates to buy-back that
inventory. The option to buy back the inventory must be approved by at least 70%
of the affiliates or Fox maintains an option not to proceed with the buy-back.
This plan is effective July 1, 1999. The Company has only one station affiliated
with Fox -- WVBT, an LMA station in Norfolk, Virginia. The Company estimates the
impact of the Fox plan on operating income would be an annual decrease of no
more than approximately $0.7 million. The Company's management is currently
having discussions with Fox regarding the Fox plan.
21
24
Results of Operations
Set forth below are the significant factors that contributed to the
operating results of the Company for the three month periods ended March 31,
1999 and 1998. The Company's results of operations from period to period are not
directly comparable because of the impact of the acquisition of LIN Television
by Hicks Muse, and the contribution of KXAS-TV to a joint venture with NBC.
Unaudited Pro forma comparisons have been included where appropriate.
The following table summaries the impact of the pro forma adjustments
related to the acquisition of LIN Television, including additional depreciation
and amortization of intangibles related to the purchase price allocations, and
the contribution of KXAS-TV to a joint venture with NBC, excluding the station's
operating results from January 1, 1998 through March 2, 1998.
Pro Forma
---------
Three Months Three Months Three Months
Ended March 31, Pro forma Ended March 31, Ended March 31,
1998 Adjustments 1998 1999
(unaudited) (unaudited) (unaudited) (unaudited)
-------------- ----------- --------------- ---------------
Net Revenues $ 60,015 $(13,253) $ 46,762 $ 44,610
Operating costs and expenses:
Direct operating 14,847 (2,246) 12,601 12,104
Selling, general and administrative 15,997 (2,750) 13,247 12,466
Corporate 1,628 -- 1,628 1,948
KXTX management fee -- -- -- 1,543
Amortization of program rights 3,758 (345) 3,413 3,345
Depreciation and amortization of intangibles 9,055 4,542 13,597 14,215
-------- -------- --------
Total operating costs and expenses 45,285 44,486 45,621
-------- -------- --------
Operating income (loss) $ 14,730 $ 2,276 $ (1,011)
======== ======== ========
Net revenue for the three months ended March 31, 1999 decreased 4.6% to
$44.6 million compared to pro forma net revenue of $46.8 million for the same
period last year. The decrease was primarily due to the loss of advertising
revenue associated with the Winter Olympics aired on the Company's CBS stations
in 1998 and the loss of advertising revenue associated with the University of
Connecticut men's basketball games sports rights that aired on the Company's New
Haven station in 1998.
Direct operating expenses, consisting primarily of news, engineering,
programming and music licensing costs, decreased 3.9% to $12.1 million for the
three months ending March 31, 1999, compared to pro forma operating expenses of
$12.6 million for the same period last year.
Selling, general and administrative expenses decreased approximately 5.9%
to $12.5 million for the three months ended March 31, 1999, compared to pro
forma selling, general and administrative expenses of $13.2 million for the same
period last year. The decrease resulted from general cost reductions and lower
sales commission costs associated with the advertising revenue decrease.
Corporate expense -- costs associated with the centralized management of
LIN Television's stations -- increased 19.7% to $1.9 million for the three
months ended March 31, 1999, compared to corporate expense of $1.6 million for
the same period last year. The increase was due primarily to fees paid to Hicks
Muse pursuant to the Monitoring and Oversight Agreement.
22
25
Amortization of program rights -- costs associated with the acquisition
of syndicated programming, features and specials -- decreased 2.0% to $3.3
million for the three months ended March 31, 1999, compared to pro forma
amortization of program rights $3.4 million for the same period last year.
Depreciation and amortization of intangible assets increased 4.4% to
$14.2 million for the three months ended March 31, 1999, compared to pro forma
depreciation and amortization of intangible assets of $13.6 million for the same
period last year.
For the reasons discussed above, the Company reported a decrease in
operating income of $3.3 million to an operating loss of $1.0 million for the
three months ended March 31, 1999, compared to pro forma operating income of
$2.3 million for the same period last year.
Interest expense increased $7.8 million to $15.9 million for the three
months ended March 31, 1999, compared to $8.0 million for the same period last
year. The increase was a result of the new borrowings under the Senior Credit
Facilities and the issuance of the Senior Subordinated Notes in connection with
the Merger. In addition, LIN Holdings incurred $5.6 million of non-cash interest
expense for the three months ended March 31, 1999, compared with $1.7 million
for the same period last year.
During the first quarter of 1998, LIN Television incurred financial and
legal advisory fees and regulatory filing fees in connection with the Merger.
During the same quarter, LIN Television expensed approximately $8.6 million that
is reflected on the Predecessor's Consolidated Statement of Operations as merger
expense.
The Company's provision for income taxes decreased $6.5 million resulting
in a $3.0 benefit for the three months ended March 31, 1999 compared to a $3.5
million provision for the same period last year. The decrease was due to an
increase in the Company's net loss offset by nondeductible amortization expense.
Liquidity and Capital Resources
Net cash used in operating activities for the three months ended March
31, 1999 totaled $1.2 million compared to net cash provided by operating
activities of $17.0 million for the same period last year. The decrease in cash
provided by operating activities of $18.2 million was primarily due to amounts
paid for interest and the contribution of KXAS-TV to a joint venture with NBC.
Net cash used in investing activities was $7.5 million for the three months
ended March 31, 1999, compared to $1,722.8 million for the same period last
year. The decrease in cash used is primarily due to the acquisition of LIN
Television in March 1998. Net cash used in financing activities for the three
months ended March 31, 1999 was $11.1 million compared to cash provided by
financing activities of $1,731.9 million for the same period last year. The
decrease is primarily due to the issuance of the Senior Subordinated Notes, the
issuance of the Senior Discount Notes, the issuance of the Credit Facility, the
proceeds from the GECC Note, the equity contribution by Hicks Muse in connection
with the Acquisition, partially offset by the principal payment of $260.0
million to refinance LIN's existing indebtedness.
Capital expenditures for the three months ended March 31, 1999 were $7.4
million compared to $1.3 million for the same period last year. Over the last
three years, the Company has invested approximately $17.0 million to fully
prepare its towers and transmitter buildings for the upcoming digital
transition. The Company expects to spend approximately $23.0 million annually on
capital expenditures in 1999 and in 2000. The Company anticipates that it will
be able to meet its capital expenditure requirements with internally generated
funds and borrowings under the Senior Credit Facilities.
23
26
Based on the current level of operations and anticipated future growth
(both internally generated as well as through acquisitions), the Company
believes that its cash flows from operations, together with borrowings under the
Senior Credit Facilities, will be sufficient to meet its anticipated
requirements for working capital, capital expenditures, interest payments and
scheduled principal payments.
Year 2000 Issue
Some of Company's older computer programs were written using two digits
rather than four digits to define the applicable year. As a result, those
computer programs have time-sensitive software that recognizes a date using "00"
as the year 1900 rather than the year 2000. This could cause system failures or
miscalculations in the next millennium, causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
The Company recognizes the importance of the Year 2000 issue and is
taking a proactive approach intended to facilitate an appropriate transition
into the Year 2000. The Company has implemented a project team utilizing both
internal and external resources to develop its Year 2000 initiative, which may,
as necessary, involve upgrading or replacing affected computer systems, software
and equipment with embedded chips, and preparing contingency and disaster
recovery plans.
A Company-wide assessment of systems and operations has identified
information technology and non-information technology systems (including
equipment with embedded chips) that do not properly recognize dates after
December 31, 1999. The project team has developed a plan to assess, remediate,
test and, sufficiently in advance of the Year 2000, ascertain that the systems
of the Company that are critical to the Company's operations will properly
recognize such dates after December 31, 1999. Areas of concern that are being
addressed include possible service interruptions in satellite feeds providing
news, weather and syndicated shows for broadcast; potential failure of equipment
with embedded chips including master clocks, studio equipment, master control
automation systems and transmission equipment, and telephone, security and
environmental control systems.
The Company will incur capital expenditures and internal staff costs
related to this initiative. Total incremental expenses, including depreciation
and amortization, of bringing current systems into compliance, writing off
existing non-compliant systems and capital replacements, have not had a material
impact on the Company's financial condition to date and are not at present,
based on known facts, expected to have a future material impact on the Company's
financial condition. The Company estimates the total potential remediation costs
to be approximately $2.4 million, and that approximately $2.1 million has been
incurred to date.
The Company has developed, in the ordinary course of business, a
contingency plan to address system failures that are critical to conduct its
business. Such plans include the increase in personnel needed to operate the
systems that would ordinarily be operated by computer. The Company believes that
its contingency plans would adequately address any potential Year 2000 related
system failures. The Company estimates that if current planned software upgrades
with certain non-information technology systems are not implemented prior to
January 1, 2000, the cost to the Company would be as much as $500,000 per year.
The Company has initiated a formal communication program with its
significant vendors to determine the extent to which the Company is vulnerable
to those third parties who fail to remediate their own Year 2000 non-compliance.
Based on the information currently available,
24
27
the Company is not aware of any likely third party Year 2000 non-compliance by
the Company or its vendors or customers that will materially affect the
Company's business operations; however, the Company does not control the systems
of other companies, and cannot assure that such systems will be timely converted
and, if not converted, would not have an adverse effect on the Company's
business operations. Furthermore, no assurance can be given at this time that
any or all of the Company's systems are or will be Year 2000 compliant, or that
the ultimate costs required to address the Year 2000 issue or the impact of any
failure to achieve substantial Year 2000 compliance by the Company, its vendors
or customers will not have a material adverse effect on the Company's financial
condition.
25
28
Part II. Other Information
ITEM 1. LEGAL PROCEEDINGS
As previously reported, LIN Television Corporation ("LIN Television") was
named as a defendant in four lawsuits regarding the then proposed merger of LIN
Television with LIN Holdings Corp. The plaintiffs in each of these actions have
agreed to an indefinite extension of time for each of the defendants served to
respond to the respective complaints. No discovery has taken place.
In addition, LIN Television currently and from time to time is involved
in litigation incidental to the conduct of its business. In the opinion of LIN
Television's management, none of such litigation is likely to have a material
adverse effect on LIN Television's financial condition, results of operations or
cash flows.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS:
---------
27.1 Financial Data Schedule for LIN Holdings Corp. for three months
ending March 31, 1999
27.2 Financial Data Schedule for LIN Television Corp. for three
months ending March 31, 1999
REPORTS ON FORM 8-K:
--------------------
None.
26
29
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LIN HOLDINGS CORPORATION LIN TELEVISION CORPORATION
(Registrant) (Registrant)
DATED: May 16, 1999 /s/ Peter E. Maloney
------------ --------------------------
Peter E. Maloney
Vice President of Finance
27